ASX ANNOUNCEMENT 11 April 2017 COMPLETION OF PRIVATE PLACEMENT AND SHARE PURCHASE PLAN ALLOTMENTS

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1 Capitol Health Limited Level 3, 81 Lorimer Street Docklands 3008 All correspondence to: PO Box 836 Port Melbourne VIC 3207 Tel: (03) Fax: (03) ABN ASX ANNOUNCEMENT 11 April 2017 COMPLETION OF PRIVATE PLACEMENT AND SHARE PURCHASE PLAN ALLOTMENTS Private placement and Share Purchase Plan have now been completed. Capitol Health Limited (ASX:CAJ) ("Capitol" or the "Company") after obtaining shareholder approval on 5 April 2017 has today completed the share allotments under the Private Placement and the Company's 2017 Share Purchase Plan. In respect of the Share Purchase Plan and the Private Placement, attached is the Company's Appendix 3B together with a cleansing notice in accordance with section 708A(5) and (6) of the Corporations Act. As referred to the Company's previous ASX market releases, Capitol is continuing its broader review of strategic alternatives with the view to deliver value to shareholders. The Board remains flexible in reviewing those strategic alternatives. For more information, please contact: Andrew Harrison Managing Director Capitol Health Limited Tel: (03) investors@capitolhealth.com.au About Capitol Health Capitol Health is a leading provider of diagnostic imaging and related services to the Australian healthcare market. Headquartered in Melbourne, Victoria, the Company owns and operates clinics throughout Victoria and New South Wales. The Company s operational focus is on delivering a community-based infrastructure for radiologists and related medical practitioners to deliver optimal, efficient, accurate healthcare service outcomes for patients. Capitol also has an investment in diagnostic imaging artificial intelligence through Enlitic Inc in the US and a collaboration agreement with Enlitic regarding revenue share from the sale of Enlitic s Deep Learning Services in the radiology field in China. Capitol also recently entered the Chinese diagnostic imaging market through a Joint Venture with CITIC Pharmaceutical (Shenzhen) Co., Ltd ( CITIC Pharmaceutical ) and Xiamen Zhouxin Medical Image Co., Ltd (Zhouxin) to provide consulting and clinic management services to a network of independent imaging clinics to be created by CITIC and Zhouxin across mainland China.

2 11 April 2017 The Company Announcements Office Australian Securities Exchange via electronic lodgement Capitol Health Limited ABN (ASX: CAJ) $35 million Private Placement Cleansing Notice under section 708A of the Corporations Act 2001 (Cth) On 28 February 2017, Capitol Health Limited ABN (Company) announced that it had signed commitments from various Australian sophisticated and institutional investors introduced by Bell Potter Securities Ltd to place up to 250 million fully paid ordinary shares in the Company at an issue price of $0.14 per share to raise $35 million (Placement), subject to the Company obtaining prior shareholder approval for the Placement. Shareholder approval for the Placement was obtained on 5 April 2017, with the Placement Shares to be allotted on 11 April The Company gives this notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act). The shares the subject of the Placement were issued without disclosure to investors under Part 6D.2 of the Corporations Act. As at the date of this notice, the Company has complied with: the provision of Chapter 2M of the Corporations Act as they apply to the Company; and section 674 of the Corporations Act. As at the date of this notice, there is no excluded information for the purposes of section 708A(7) and section 708A(8) of the Corporations Act. Yours faithfully Jennifer Currie Company Secretary

3 Appendix 3B Rule 2.7, , , , application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s property and may be made public. Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/00, 30/9/01, 11/3/02, 1/1/03, 24/10/05, 01/08/12, 04/03/13 Name of entity ABN CAPITOL HEALTH LIMITED We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 + Class of + securities issued or to be issued fully paid ordinary shares ("Shares") 2 Number of + securities issued or to be issued (if known) or maximum number which may be issued 287,028,304 Shares 3 Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due dates for payment; if + convertible securities, the conversion price and dates for conversion) 250,000,000 Shares issued to exempt investors at a price of $0.14 per Share in accordance with the terms of the Notice of Extraordinary General Meeting Dated 2 March 2017, the issue of which Shares was approved by shareholders on 5 April ,028,304 Shares issued at a price of $0.14 per Share pursuant to the terms of the Company's 2017 Share Purchase Plan announced to the market on 28 February /03/2013 Appendix 3B Page 1

4 4 Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? Yes If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Issue price of $0.14 per Share 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Proceeds will be used to reduce net debt 6a 6b 6c Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i The date the security holder resolution under rule 7.1A was passed Number of + securities issued without security holder approval under rule 7.1 No 6d 6e 6f Number of + securities issued with security holder approval under rule 7.1A Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Number of securities issued under an exception in rule 7.2 Appendix 3B Page 2 04/03/2013

5 6g 6h 6i If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements Calculate the entity s remaining issue capacity under rule 7.1 and rule 7.1A complete Annexure 1 and release to ASX Market Announcements Rule 7.1: 121,514,769 Rule 7.1A:. 7 + Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and + class of all + securities quoted on ASX (including the securities in clause 2 if applicable) 11 April 2017 Number + Class 810,098,465 Ordinary fully paid shares. 9 Number and + class of all + securities not quoted on ASX (including the securities in clause 2 if applicable) Number + Class 13,000,000 Unlisted options. 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 04/03/2013 Appendix 3B Page 3

6 Part 2 - Pro rata issue Questions 11 to 33: Not Applicable Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Questions 35 to 37 - Not Applicable Entities that have ticked box 34(b) Questions 38 to 42 - Not Applicable Appendix 3B Page 4 04/03/2013

7 Quotation agreement 1 + Quotation of our additional + securities is in ASX s absolute discretion. ASX may quote the + securities on any conditions it decides. 2 We warrant the following to ASX. The issue of the + securities to be quoted complies with the law and is not for an illegal purpose. There is no reason why those + securities should not be granted + quotation. An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any + securities to be quoted and that no-one has any right to return any + securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the + securities be quoted. If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the + securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before + quotation of the + securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: Date: 11 April 2017 (Company Secretary) Print name: Jennifer Currie == == == == == 04/03/2013 Appendix 3B Page 5

8 Appendix 3B Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for + eligible entities Introduced 01/08/12 Amended 04/03/13 Part 1 Rule 7.1 Issues exceeding 15% of capital Step 1: Calculate A, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before + issue date or date of agreement to issue Add the following: Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Number of partly paid ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid + ordinary securities cancelled during that 12 month period A 523,070,161 37,028,304 (2017 SPP) 250,000,000 (2017 Placement) Nil 810,098,465 Shares Appendix 3B Page 6 04/03/2013

9 Step 2: Calculate 15% of A B 0.15 [Note: this value cannot be changed] Multiply A by ,514,769 Step 3: Calculate C, the amount of placement capacity under rule 7.1 that has already been used Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded not just ordinary securities Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items C Nil Nil Step 4: Subtract C from [ A x B ] to calculate remaining placement capacity under rule 7.1 A x 0.15 Note: number must be same as shown in Step 2 Subtract C Note: number must be same as shown in Step 3 121,514,769 - Total [ A x 0.15] C 121,514,769 [Note: this is the remaining placement capacity under rule 7.1] 04/03/2013 Appendix 3B Page 7

10 Part 2 Rule 7.1A Additional placement capacity for eligible entities Step 1: Calculate A, the base figure from which the placement capacity is calculated A Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of A D Note: this value cannot be changed Multiply A by 0.10 Step 3: Calculate E, the amount of placement capacity under rule 7.1A that has already been used Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: This applies to equity securities not just ordinary securities Include here if applicable the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items E Step 4: Subtract E from [ A x D ] to calculate remaining placement capacity under rule 7.1A A x 0.10 Note: number must be same as shown in Step 2 Subtract E Note: number must be same as shown in Step 3 Total [ A x 0.10] E Note: this is the remaining placement capacity under rule 7.1A Appendix 3B Page 8 04/03/2013